It diverges considerably from the book, taking place in a modern-day city, featuring a mostly original plot and drastically altered characters — the most notable ones being Spiller, who's been changed from Noble Savage to a Troubled, but Cute biker boy in a red leather jacket, and the human Mildeye, who's gone from an evil, brutal Rom to an evil-but-bumbling professor played by Stephen Fry. It completely goes away from the "borrowers as a dying race" idea; here there turns out to be enough of them in one place to populate an entire underground city (built on the platform and partly on the tracks of an abandoned railway station). The critics noted, though, that while the movie had very little to do with Mary Norton's books, it still stayed fairly true to the themes and spirit of them.

This film has examples of:

Action Girl: Arrietty develops into this over the course of the movie.

Age Lift: Arrietty is thirteen-going-on-fourteen in the book; sixteen in the movie.

All Girls Want Bad Boys: Spiller tries to invoke this with Arrietty. Not played completely straight, though; she's enticed by him but quickly begins to find him annoying.

The Atoner: Pod, or at least he feels so. The Borrowers view him as a hero, since he several years ago saved them from being discovered by humans and killed — but Pod never got over the one little girl he couldn't save, his niece Eggletina. Her death is the reason why he's now being overprotective towards Arrietty.

James: You're going to put [the Borrowers] on display? Mildeye: Only for a very short period before we get down to the serious business of anatomical analysis — physical tests, blood work... Jenny: Dissection. Mildeye: Obviously dissection. James: You're going to cut them up?! Mildeye: Well, it's not as bad as it sounds. We'll gas them first. We're not monsters, you know.

Gilded Cage: Arrietty lives in luxury, with her father bringing her anything she could want, but is kept completely cut off from the outside world.

Borderline case with Mildeye; he is a genuine threat to the Borrowers largely because he's so much bigger than them, but he bumbles so much that you almost have to feel sorry for him when he loses out and makes a fool of himself. It helps that he's played by Stephen Fry, no doubt.

Subverted with his assistant Jenny, who at first seems like a shy and awkward, but harmless girl — only to reveal a rather disturbing sadistic streak later on.

Pragmatic Adaptation: Borders on being an In-Name-Only adaptation, as almost everything has been changed, updated and modernized — but the relationships between the characters has stayed largely the same as in the book, and the theme and overall spirit of the story is pretty much unchanged.

Race Lift: Professor Mildeye. In the books, Mildeye was a villainous and vaguely stereotypical Rom. In the movie he's a pompous Caucasian scientist played by Stephen Fry. Basically the two characters have nothing in common apart from the name and the role as antagonist.

Screening the Call: Arrietty is stated to have inherited a natural gift and thirst for adventure from her father. Pod, however, refuses to let her go out Borrowing, and unlike his book counterpart won't let himself be talked into it. He turns out to have his reasons.

Shout-Out: A lot of the events, themes and things from the books that didn't technically make it into the movie are still alluded to and given Shout Outs at various points.

In the book, the Borrowers live so far apart from one another that they never see one another and have no real society — and it's hinted that they may be a dying race. In the movie, this is what Pod and Homily tell Arrietty, but it turns out to be a massive lie constructed to stop her from leaving their home; Borrowers are plentiful and have a thriving civilization hidden from the humans.

The Clocks escape the house through a ventilation grate. In the original book, a ventilation grate played a central and important part in the plot and in Arrietty's life, and the Clocks did eventually escape their pursuers through it (though in a different fashion than here).

Arrietty calls Spiller grubby and filthy. In the book she does this because he's a Noble Savage who never bathes — in the movie she says it because he's eating rat meat, not realizing that such meat is commonly eaten by Borrowers who aren't her.

Mildeye doesn't remember James's name and just calls him "Boy." In the book, the character's name was never revealed and he was consistently referred to as "the boy."

At one point, Spiller and Arrietty hide in an empty church, and Arrietty clearly does not know what a church is, and is fascinated by the Christmas mass she witnesses. In the fifth and final book in the series, The Borrowers Avenged, the Clocks find their relatives living in the rectory of the local church, and they don't know what a church is (or who this "Lord" is supposed to be).

When Pod and Homily are captured by Mildeye, Pod initially tells Homily not to speak to him. In the fourth book, when the Clocks are captured by humans, Pod warns Homily and Arrietty not to speak to them, because if the humans don't suspect they're intelligent they won't suspect them of devising plans to escape. In the movie, Homily blows this opportunity fairly quickly, slinging out quite a few insults and angry demands at Mildeye.

Softspoken Sadist: While she at first just seems to be a socially-awkward Stoic, Jenny reveals herself to be one. While Mildeye is simply interested in catching the Borrowers For Science! (and for personal glory), Jenny wants to kill and cut them up for the hell of it.

Jenny:(pulling out a scalpel) Does this mean I get to dissect the little skebangas? Mildeye:(looking at the scalpel) I have to say I find it a little disconcerting that you had that quite so readily to hand.

Spoiled Sweet: Arrietty, compared to the other Borrowers, is incredibly spoiled, living a life of plenty that most of them can only dream of, but which she takes for granted. It takes until a while out in the movie before she realizes just how luxurious her life has been and how rare it is for Borrowers to live like that. Though prone to sulky and selfish moments, she's nevertheless a kind-hearted and sympathetic girl.

Stepford Smiler: Homily in the early parts of the movie; she's keeping up a happy facade for Arrietty's benefit but only really manages to come off as delusional.

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